Exhibit
3.5




GENERAL STEEL HOLDINGS,
INC.




BY-LAWS




ARTICLE
I




OFFICES




Section 1. The Registered office shall
be in 3165 East Patrick Lane, Suite 1, Las Vegas, NV, 89120.




Section 2. The Corporation may also
have offices at such other places both within and without the State of Nevada as
the board of directors may from time to time determine or the business of the
corporation may require.




ARTICLE
II




MEETINGS
OF STOCKHOLDERS




Section 1. TIME AND PLACE. A meeting of
stockholders for any purpose may be held at such time and place within or
without the State of Nevada as the Board of Directors may fix from time to time
or as may be fixed by the written consent of a majority of the stockholders
entitled to vote thereat.




Section 2. ANNUAL MEETING. The annual
meeting of stockholders shall be held at such place, within or without the State
of Nevada, as the Board of Directors may, from time to time, fix. Whenever the
Board of Directors shall fail to fix such place, the meetings shall be held at
the principal executive office of the Corporation. At such meetings Directors
shall be elected, reports of the affairs of the Corporation shall be considered,
and any other business may be transacted as may properly come before the
meeting.




Section 3. NOTICE OF ANNUAL MEETING.
Written notice of each annual meeting shall be given to each stockholder
entitled to vote thereat, not less than ten (10) nor more than sixty (60) days
before each annual meeting, and shall specify the place, the day and hour of
such meeting, and shall state other matters, if any, that may be expressly
required by law.




Section 4. SPECIAL MEETINGS. Special
meetings of the stockholders may be called for any purpose or purposes, unless
otherwise prescribed by law or by the Articles of Incorporation, by the Chairman
of the Board or the President, and shall be called by the President or Secretary
at the written request of a majority of the Board of Directors or of
stockholders owning fifty percent (50%) of the shares of capital stock of the
Corporation issued, outstanding and entitled to vote. Such request shall state
the purpose or purposes of the proposed meeting.




Section 5. NOTICE OF SPECIAL MEETINGS.
Except in special cases where other express provisions are made by law, notice
of such special meetings shall be given in the same manner as is required for
notice of the annual meetings of stockholders.  Notice of any special
meeting shall specify in addition to the place, date and hour of such meeting,
the general nature of the business to be transacted. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.







Section 6. CONDUCT OF BUSINESS. Such
person as the Board of Directors may designate, or, in the absence of such a
person, the highest ranking officer of the Corporation who is present, shall
call to order any meeting of the stockholders and act as chairman of the
meeting. The chairman of the meeting shall determine the order of business and
procedure at the meeting.




Section 7. LIST OF STOCKHOLDERS. The
officer in charge of the stock ledger of the Corporation or the transfer agent
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, at a place within the city where the meeting
is to be held, which place, if other than the place of meeting, shall be
specified in the notice of the meeting. The list shall also be produced and kept
at the place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present in person thereat.




Section 8. RECORD DATE. In order that
the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed, the record date shall be
as provided by law.




Section 9. QUORUM. The presence in
person or representation by proxy of the holders of a majority of the shares of
the capital stock of the Corporation issued and outstanding and entitled to vote
shall be necessary to, and shall constitute a quorum for, the transaction of
business at all meetings of the stockholders, except as otherwise provided by
law or by the Articles of Incorporation. The stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders, to
leave less than a quorum.




Section 10. ADJOURNMENTS. Any
stockholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy thereat,
but in the absence of a quorum, no other business may be transacted at the
meeting. Notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat if the adjournment is for more than thirty (30)
days, or if, after the adjournment, a new record date is fixed for the adjourned
meeting. Except as provided above, if the time and place of the adjourned
meeting are announced at the meeting at which the adjournment is taken, no
further notice of the adjourned meeting need be given. The adjourned meeting may
transact any business which could properly be considered at the original
meeting. If a quorum is present at the original meeting, it is not necessary for
the transaction of business that a quorum be present at the adjourned
meeting.




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Section 11. VOTING.




(a)           At
any meeting of stockholders, every stockholder having the right to vote shall be
entitled to vote in person or by proxy. Except as otherwise provided by law, or
the Articles of Incorporation, each stockholder of record shall be entitled to
one vote for each share of capital stock registered in his name on the books of
the Corporation.




(b)           All
elections shall be determined by a majority vote, and, except as otherwise
provided by law or the Articles of Incorporation, all other matters shall be
determined by a majority vote of the shares present in person or represented by
proxy and voting on such other matters.




(c)           All
voting, except on the election of directors, may be by show of hands (or voice
if such meeting is pursuant to Section 14 below) or by ballot, provided,
however, that upon demand therefor by a stockholder entitled to vote or by his
proxy, a ballot vote shall be taken.




Section 12. ACTION BY CONSENT. Any
action required or permitted by law or by the Articles of Incorporation to be
taken at any meeting of stockholders may be taken without a meeting, without
prior notice, and without a vote, if a written consent, setting forth the action
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present or represented by proxy and voted. Such written consent shall be filed
with the minutes of the meetings of stockholders. Prompt notice of the taking of
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing
thereto.




Section 13.  PROXIES. Every
person entitled to vote or execute consents shall have the right to do so either
in person or by one or more agents authorized by a written proxy executed by
such person or his duly authorized agent, and filed with the Secretary of the
Corporation; provided, that no such proxy shall be valid after the expiration of
three (3) years from the date of its execution, unless the person executing it
specifies therein the length of time for which such proxy is to continue in
force, which in no case shall exceed seven (7) years from the date of its
execution. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.




Section 14. MEETINGS BY TELEPHONE OR
SIMILAR COMMUNICATION EQUIPMENT. Stockholders may participate in a meeting by
means of a conference telephone or similar communications equipment by which all
stockholders participating in the meeting can hear and be heard by each other.
To the extent permitted by law, with respect to the relevant meeting, such
participation in a meeting by telephonic or similar equipment shall constitute
presence in person within the United States (regardless of the location from
where the communication originates) by a stockholder.




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ARTICLE
III




DIRECTORS




Section 1. NUMBER AND TENURE. The
number of directors that shall be neither more than fifteen (15) nor fewer than
one (1). The number may be increased and/or decreased from time to time by the
Board of Directors and the stockholders within the limits permitted above, by
the Articles of Incorporation and the law. The Directors shall be elected at the
annual meeting or a special meeting of stockholders, except as provided in
Section 2 of this Article, and each Director shall hold office until his
successor is elected and qualified or until his earlier resignation or
removal.




Section 2. VACANCIES All vacancies,
including those caused by an increase in the number of directors, may be filled
by a majority of the remaining directors though less than a quorum. When one or
more directors shall give notice of his or their resignation to the board,
effective at a future date, the board shall have power to fill such vacancy or
vacancies to take effect when such resignation or resignations shall become
effective, each director so appointed to hold office during the remainder of the
term of office of the resigning director or directors.




Section 3. REMOVAL OR RESIGNATION.
Except as otherwise provided by law or the Articles of Incorporation, any
Director or the entire Board of Directors may be removed, with or without cause,
by not less than two-thirds of the voting power of the issued and outstanding
stock entitled to voting power then entitled to vote at an election of
Directors. Any Director may resign at any time by giving written notice to the
Board of Directors, the Chairman of the Board of Directors, the President or the
Secretary of the Corporation. Unless otherwise specified in such written notice,
the resignation shall take effect upon delivery to the Board of Directors or the
designated officer. It shall not be necessary for a resignation to be accepted
before it becomes effective.




Section 4. POWERS. The business and
affairs of the Corporation shall be managed by or under the direction of its
Board of Directors which shall exercise all such powers of the Corporation and
do all such lawful acts and things as are not by law or by the Articles of
Incorporation or by these by-laws directed or required to be exercised or done
by the stockholders. Without prejudice to such general powers, but subject to
the same limitations, it is hereby expressly declared that the Directors shall
have the following powers, to wit:




FIRST: To select and remove all the
other officers, agents and employees of the Corporation, prescribe such powers
and duties for them as may not be inconsistent with law, with the Articles of
Incorporation, or with these by-laws, fix their compensation and require from
them security for faithful service.




4


SECOND: To conduct, manage and control
the affairs and business of the Corporation, and to make such rules and
regulations therefore not inconsistent with law, the Articles of Incorporation
or these by-laws, as they may deem best.




THIRD: To change from time to time the
registered office of the Corporation from one location to another within Nevada
as provided in Article I, Section 1 hereof; to fix and locate




from
time to time one or more subsidiary offices of the Corporation within or without
the State of Nevada, as provided in Article I, Section 2, hereof; to designate
any place within or without the State of Nevada for the holding of any
stockholders' meeting or meetings; and to adopt, make and use a corporate seal,
and to prescribe the form of certificates of stock and to alter the form of such
seal and of such certificates from time to time, as in their judgment they may
deem best, provided such seat and such certificates shall at all times comply
with the provisions of law.




FOURTH: To authorize the issuance of
authorized shares of stock of the Corporation from time to time, upon such terms
as may be lawful, in consideration of money paid, labor done or services
actually rendered, debts or securities cancelled, or tangible or intangible
property actually received, or in the case of shares issued as a dividend,
against amounts transferred from surplus to stated capital.




FIFTH: To borrow money and incur
indebtedness for the purposes of the Corporation, and to cause to be executed
and delivered therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence
of debt and securities therefor.




SIXTH: To purchase or otherwise acquire
any property, rights or privileges on such terms as it shall
determine.




SEVENTH: To adopt from time to time
such stock, option, stock purchase, bonus or other compensation plan and such
insurance, retirement or other benefit plan for directors, officers and agents
of the Corporation and its subsidiaries as it may determine.




Section 5.  REGULAR ANNUAL
MEETINGS. The first meeting of each newly elected Board of Directors shall be
held immediately following the adjournment of the annual meeting of stockholders
and at the place thereof (unless same is not in the United States). No notice of
such meeting shall be necessary to the Directors in order to constitute the
meeting legally. In the event such meeting is not so held, the meeting may be
held at such time and place within the United States as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors.




Section 6.  REGULAR MEETINGS.
The Board of Directors of the Corporation or any committee thereof may hold
regular meetings either within or without the State of Nevada. Regular meetings
of the Board of Directors may be held without notice at such time and at such
place within the United States as shall from time to time be determined by the
Board of Directors.




Section 7.  SPECIAL MEETINGS.
Special meetings of the Board of Directors or any committee thereof may be
called by the Chairman of the Board or the President, and the President or the
Secretary shall call a special meeting upon request of one (1) Director or upon
the request of stockholders holding not less than fifty percent (50%) of the
voting power of the Corporation. If given personally, by facsimile, telephone or
by telegram, the notice shall be given at least the day prior to the meeting.
Notice may be given by mail if it is mailed at least three (3) days before the
meeting. The notice need not specify the business to be transacted. All of such
meeting shall take place within the United States.




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Section 8. MEETINGS BY TELEPHONE OR
SIMILAR COMMUNICATION EQUIPMENT. The Board of Directors may participate in a
meeting by means of a conference telephone or similar communications equipment
by which all Directors participating in the meeting can hear and be heard by
each other. To the extent permitted by law, with respect to the relevant
meeting, such participation in a meeting by telephonic or similar equipment
shall constitute presence in person within the United States (regardless of the
location from where the communication originates) by a Director.




Section 9. QUORUM. At meetings of the
Board of Directors, a majority of the Directors at that time in office shall
constitute a quorum for the transaction of business and the act of a majority of
the Directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation. If a quorum shall not be present at
any meeting of the Board of Directors, the Directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.




Section 10. COMPENSATION. The Directors
may be paid their expenses of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as Director, as may from time to time be
determined by the Board of Directors. No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of any committees may be allowed like
reimbursement and compensation for attending committee meetings.




Section 11. ACTION BY CONSENT. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee of the Board of Directors may be taken without a
meeting if a written consent to such action is signed by all members of the
Board of Directors or of any committee of the Board of Directors, as the case
may be, and such written consent is filed with the minutes of its
proceedings.




Section 12. COMMITTEES. By resolution
of the Board of Directors, the Board of Directors shall have the authority to
form any committees for whatever purpose. A committee may consist of as few as
one member. A committee may exercise all the powers of the Board of Directors
except as prohibited by law. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. The Board of Directors may
provide that a committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership or merger. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.




6


ARTICLE
IV




OFFICERS




Section 1. OFFICERS. The Officers of
the Corporation shall be a President and a Secretary. The Corporation may also
have, at the discretion of the Board of Directors, one Chief Executive Officer,
one or more Vice Presidents, one Chief Financial Officer, one or more
Treasurers, one or more Assistant Secretaries, and such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article. One
person may hold two or more offices. All Officers shall exercise the powers and
perform the duties as set forth in these by-laws or as shall from time to time
be determined by the Board of Directors.




Section 2. ELECTION. The Officers of
the Corporation, except such Officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be chosen annually
by the Board of Directors, and each shall hold his office until he shall resign
or shall be removed or disqualified to serve, or his successor shall be elected
and qualified.




Section 3. SUBORDINATE OFFICER, ETC.
The Board of Directors may appoint such other Officers as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in the By-laws or as the
Board of Directors from time to time determine.




Section 4. REMOVAL AND RESIGNATION. Any
Officer may be removed, either with or without cause, by a majority of the
Directors at the time in office, at any annual regular or special meeting of the
Board, or by an Officer upon whom such power of removal may be conferred by the
Board of Directors.




Any Officer may resign at any time by
giving written notice to the Board of Directors, to the President, or to the
Secretary of the Corporation. Any such resignation shall take effect at the date
of the receipt of such notice or any later time specified therein; the
acceptance of such resignation shall not be necessary to make it
effective.




Section 5. VACANCIES. A vacancy in any
office because of death, resignation, removal, disqualification or any other
cause shall be filled in the manner prescribed by the by-laws for regular
appointments to such office.




Section 6. CHIEF EXECUTIVE OFFICER. The
Chief Executive Officer, subject to the control of the Board of Directors, shall
have general supervision, direction and control of the business and subordinate
Officers of the Corporation. He shall have the general powers and full duties of
management usually vested in the office of the Chief Executive Officer of a
corporation, including, but not limited to, the power in the name of the
Corporation and on its behalf to execute any and all stock certificates, deeds,
mortgages, contracts, agreements, and other instruments in writing, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the by-laws.




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Section 7. PRESIDENT. The President
shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and subordinate Officers of
the Corporation. He shall have the general powers and full duties of
management




usually
vested in the office of the President of a corporation, including, but not
limited to, the power in the name of the Corporation and on its behalf to
execute any and all stock certificates, deeds, mortgages, contracts, agreements,
and other instruments in writing, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the By-laws.




Section 8. VICE PRESIDENT. Each Vice
President, if any, shall perform such duties as the Board of Directors shall
prescribe. In the absence of the President or in the event of his inability or
refusal to act, the Vice President designated by the Board of Directors shall
perform the duties and exercise the powers of the President.




Section 9. SECRETARY. The Secretary
shall keep, or cause to be kept, a book of Minutes at such place as the Board of
Directors may order, of all meetings of Directors and stockholders, with the
time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present at Directors'
meetings, and the number of shares present or represented at stockholders'
meetings and the proceedings thereof.




The Secretary shall keep or cause to be
kept, at such place as the Board of Directors may order, a share register, or a
duplicate share register, showing the names of the stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.




The Secretary shall give, or cause to
be given, notice of all the meetings of the stockholders and of the Board of
Directors required by the By-laws or by law to be given, and he shall keep the
seal of the Corporation in safe custody and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or by
the by-laws.




Section 10. CHIEF FINANCIAL OFFICER.
The Chief Financial Officer shall, subject to the control of the Board of
Directors, the President and Chief Executive Officer, if any, have general
supervision, direction and control of the finances of the corporation and shall
have the general powers and full duties of management usually vested in the
office of the Chief Financial Officer of a corporation, and shall have such
other powers and duties as may be prescribed by the Board of Directors or the
By-laws.




Section 11. TREASURER. Subject to the
power and responsibilities vested in the Chief Financial Officer, if any, the
Treasurer shall keep and maintain or cause to be kept and maintained, adequate
and correct accounts of the properties and business transactions of the
Corporation. The books of account shall be open to inspection by any Director at
all reasonable items. The Treasurer shall deposit all monies and other valuables
in the name of and to the credit of the Corporation with such depositories as
may be designated by the Board of Directors, and he shall render to the
President and Directors whenever they request it an account of all transactions
and of the financial condition of the Corporation, and shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or the Bylaws.




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Section 12. ASSISTANT SECRETARY. During
the absence or disability of the Secretary, or as directed by the Board of
Directors, the Assistant Secretary shall have all the powers and functions of
the Secretary.




Section
13. COMPENSATION. The salaries of all officers of the Corporation shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving a salary because he is also a Director of the
Corporation.




ARTICLE
V




AFFILIATED
TRANSACTIONS AND INTERESTED DIRECTORS




Section 1. AFFILIATED TRANSACTIONS. No
contract or transaction between the Corporation and one or more of its Directors
or Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers are Directors or Officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the Director or Officer is
present at or participates in the meeting of the Board of Directors or committee
thereof that authorizes the contract or transaction or solely because his or
their votes are counted for such purpose, if:




(a)           The
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorized the
contract or transaction by the affirmative vote of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or




(b)           The
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by the vote of the stockholders; or




(c)           The
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved, or ratified by the Board of Directors, a committee
thereof, or the stockholders.




Section 2. DETERMINING QUORUM. Common
or interested Directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee thereof which
authorized the contract or transaction.




9


ARTICLE
VI




LIABILITY
TO CORPORATION AND INDEMNIFICATION




Section 1. LIABILITY TO CORPORATION. No
person shall be liable to the Corporation for any loss or damage suffered by it
on account of any action taken or omitted to be taken by him as a Director or
Officer of the Corporation in good faith, if such person (i) exercised or used
the same degree of diligence, care, and skill as an ordinarily prudent man would
have exercised or used under the circumstances in the conduct of his own
affairs, or (ii) took, or omitted to take, such action in reliance upon advice
of counsel for the Corporation, or upon statements made or information furnished
by Officers or employees of the Corporation which he had reasonable grounds to
believe to be true, or upon a financial statement of the Corporation provided by
a person in charge of its accounts or certified by a public accountant or a firm
of public accountants.




Section 2. INDEMNIFICATION. The
Corporation shall indemnify its Officers and Directors to the greatest extent
permitted by the laws of Nevada.




ARTICLE
VII




CERTIFICATES
OF STOCK




Section 1. FORM AND
SIGNATURE




(a)           Every
stockholder shall be entitled to have a certificate, signed by the President or
the Chairman of the Board or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. Whenever any
certificate is countersigned or otherwise authenticated by a transfer agent or
transfer clerk, and by a registrar, then a facsimile of the signatures of the
officers or agents of the corporation may be printed or lithographed upon such
certificate in lieu of the actual signatures. In case any officer or officers
who shall have signed, or whose facsimile signature or signatures shall have
been used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the corporation, such certificate or certificates may nevertheless be adopted by
the corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be an officer or
officers of such corporation.




(b)           All
stock certificates representing shares of capital stock that are subject to
restrictions on transfer or to other restrictions may have imprinted thereon any
notation to that effect determined by the Board of Directors.




Section 2. REGISTRATION OF TRANSFER.
Upon surrender to the Corporation or any transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its
books.




10


Section 3. REGISTERED
STOCKHOLDERS.




(a)           Except
as otherwise provided by law, the Corporation shall be entitled to recognize the
exclusive right of a person who is registered on its books as the owner of
shares of its capital stock to receive dividends or other distributions and to
vote or consent as such owner, and, in the case of stock not paid in full, to
hold liable for calls and assessments any person who is registered on its books
as the owner of shares of its capital stock. The Corporation shall not be bound
to recognize any equitable or legal claim to, or interest in, such shares on the
part of any other person.




(b)           If
a stockholder desires that notices and/or dividends be sent to a name or address
other than the name or address appearing on the stock ledger maintained by the
Corporation, or its transfer agent or registrar, if any, the stockholder shall
have the duty to notify




the
Corporation, or its transfer agent or registrar, if any, in writing of his
desire and specify the alternate name or address to be used.




Section 4. LOST, STOLEN OR DESTROYED
CERTIFICATES. The Board of Directors may direct that a new certificate be issued
to replace any certificate theretofore issued by the Corporation that, it is
claimed, has been lost, stolen, or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of the lost, stolen, or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require,
to give the Corporation a bond in such sum, or other security in such form, as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate claimed to have been lost, stolen,
or destroyed, and to accept such other terms and conditions as the Board of
Directors may require.




ARTICLE
VIII




GENERAL
PROVISIONS




Section 1. DIVIDENDS. Subject to the
provisions of law and the Articles of Incorporation, dividends upon the
outstanding capital stock of the Corporation may be declared by the Board of
Directors and may be paid in cash, in property, or in shares of the
Corporation's capital stock.




Section 2. RESERVES. The Board of
Directors shall have full power, subject to the provisions of law and the
Articles of Incorporation, to determine whether any, and, if so, what part, of
the funds legally available for the payment of dividends shall be declared as
dividends and paid to the stockholders of the Corporation. The Board of
Directors, in its sole discretion, may fix a sum that may be set aside or
reserved over and above the paid-in capital of the Corporation as a reserve for
any proper purpose, and may, from time to time, increase, diminish, or vary such
amount.




Section 3. FISCAL YEAR. The fiscal year
of the Corporation shall be the calendar year, and subsequently shall be
determined from time to time by the Board of Directors.




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Section 4. SEAL. The corporate seal
shall have inscribed thereon the name of the Corporation, the year of its
incorporation, and the words "Corporate Seal" and "Nevada".




Section 5. CORPORATE RECORDS. The
Corporation may keep its stock ledger, books of account and minutes of
proceedings of the stockholders, the Board of Directors and the committees of
the Board of Directors, either within or without the State of Nevada, as the
Board of Directors may from time to time determine.




Section 6. CHECKS, DRAFTS, ETC. All
checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the Corporation, shall be
signed or endorsed by such person or persons in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.




Section
7. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the Board,
President, Secretary and Treasurer of the Corporation are each authorized to
vote, represent and exercise on behalf of the Corporation all rights incident to
any and all shares of any other corporation or corporations standing in the name
of the Corporation. The authority herein granted to said officers to vote or
represent on behalf of the Corporation any and all shares held by the
Corporation in any other corporation or corporations may be exercised either by
such officers in person or by any person authorized to do so by proxy or power
of attorney duly executed by said officers.




Section 8. NOTICE. Whenever, under the
provisions of law or of the Articles of Incorporation or of these by-laws,
notice is required to be given to any director, stockholder, officer or agent,
it shall not be construed to mean personal notice, but such notice may be given
in writing, by mail, addressed to such person, at his address as it appears on
the records of the corporation, with the requisite postage thereon prepaid, or
by telegram or facsimile (to the telex or facsimile number appearing on the
records of the corporation, as applicable) and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail,
delivered to the telegraph office, or upon receipt of confirmation of delivery
of such fax is received, as the case may be. Notice to directors may also be
given by telephone. Whenever any notice is required to be given under the
provisions of law or the Articles of Incorporation or of these by-laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.




ARTICLE
IX




AMENDMENTS




Section 1. POWER OF STOCKHOLDERS. New
By-laws may be adopted, or these By-laws may be amended or repealed, by the
majority vote of the outstanding shares of the Corporation, or by the written
consent of the holders of such shares.




Section 2. POWER OF DIRECTORS. The
Directors may amend these By-laws by majority vote.




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I, THE UNDERSIGNED, being the secretary
of GENERAL STEEL HOLDINGS, INC., DO HEREBY CERTIFY the foregoing to be the
By-laws of said corporation, as adopted at a meeting of the directors held on
the 14th day of
June, 2007.









/s/ John ChenSecretary





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